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Designer Brands Inc.

For the period ended Jun 17, 2026. Filed May 7, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 17, 2026 · Filed May 7, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrantþ

Filed by a Party other than the Registrant¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

Designer Brands Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

þ No fee required.

¨ Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

810 DSW Drive

Columbus, Ohio 43219

(614) 237-7100

Notice of 2026 Annual Meeting of Shareholders

and Proxy Statement

May 7, 2026

Dear Designer Brands Shareholder:

You are cordially invited to attend the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) of Designer Brands Inc., an Ohio corporation (the “Company”) at 1:00 p.m. Eastern Time on June 17, 2026. The 2026 Annual Meeting will be held in a virtual-only format via live audio cast at www.virtualshareholdermeeting.com/DBI2026. All holders of shares of our outstanding common stock as of the close of business on April 23, 2026 are entitled to vote at the meeting. Details of the business to be conducted at the meeting are given in the Notice of 2026 Annual Meeting of Shareholders and the Proxy Statement, which are included on the following pages. Instructions for accessing the virtual meeting audio cast online are also included in the Proxy Statement.

Fiscal 2025 was a year of disciplined execution as we strengthened the business and advanced our transformation. Throughout the year, we remained focused on the initiatives within our control, made thoughtful adjustments where needed, and delivered sequential improvement across key financial metrics. We ended the year with stronger momentum and remain committed to building long-term value for our shareholders.

During fiscal 2025 we elevated our assortment, improved inventory productivity, and strengthened relationships with key national brand partners. We also launched a new DSW brand positioning campaign this fall, with early results showing strong customer resonance and improved engagement. Store remodels and new store openings are bringing this to life, reinforcing our commitment to a differentiated omnichannel experience. Within our Brand Portfolio segment, we refined our go-to-market strategies and improved profitability through strong operational discipline and margin focus, despite a complex tariff environment.

As we enter fiscal 2026, we believe we are well positioned to continue our transformation and deliver greater value. We began the year by implementing significant organizational and structural changes designed to support more efficient execution. We welcomed Sheamus Toal as Chief Financial Officer, adding deep financial and operational expertise to our leadership team. Additionally, we streamlined our U.S. and Canada Retail structure and right sized our shared services as part of our efforts to enhance collaboration and maintain expense discipline.

In fiscal 2026, we will prioritize winning with the merchandise that matters most, amplifying and expanding our DSW brand positioning, elevating our in-store customer experience, and building and scaling our Brand Portfolio. Across the organization, we remain committed to executing against the factors within our control and we believe our ongoing business transformation positions us to better support long-term shareholder value creation.

Your vote is important. Whether or not you plan to attend the 2026 Annual Meeting virtually, please vote as soon as possible. As an alternative to voting during the 2026 Annual Meeting, you may vote in advance via the internet, by telephone, or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure you have a say on the important issues to be voted on at the 2026 Annual Meeting.

I would like to thank you personally for your continued support of Designer Brands Inc.

Douglas M. Howe

Chief Executive Officer

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810 DSW Drive

Columbus, Ohio 43219

(614) 237-7100

Notice of 2026 Annual Meeting of Shareholders

WhenWhereRecord Date
Wednesday, June 17, 2026at 1:00 p.m. Eastern TimeVia live audio cast:www.virtualshareholdermeeting.com/DBI2026Shareholders as of the close of business on April 23, 2026, are entitled to vote at the 2026 Annual Meeting

Items of Business – 2026 Annual Meeting

ProposalBoard Voting RecommendationPage Reference (for more detail)
1.Election of four Class I directors, each to serve until the 2029 Annual Meeting of ShareholdersP FOR each director nominee13
2.Ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for fiscal 2026P FOR47
3.Approval of a non-binding, advisory resolution on the compensation paid to our named executive officers in fiscal 2025P FOR82
4.Approval of amendments to our Amended and Restated Code of Regulations (the “Code of Regulations”) to:83
a.Revise and enhance the Company’s advance notice procedures;P FOR84
b.Modify the voting standard for approval of matters other than the election of directors;P FOR86
c.Expressly permit the issuance of uncertificated shares;P FOR87
d.Amend the provisions relating to director and officer indemnification and related matters;P FOR88
e.Authorize the Board to amend the Code of Regulations to the extent permitted by Ohio law; andP FOR89
f.Make certain other clarifying, technical and conforming changes.P FOR90

Shareholders will also transact such other business as may properly come before the 2026 Annual Meeting or any adjournment, continuation, or postponement thereof.

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Who Can VoteHow to Virtually Attend the 2026 Annual Meeting
Only the holders of record of our Class A and Class B Common Shares as of the close of business on April 23, 2026, our record date for the 2026 Annual Meeting, are entitled to notice of and to vote at the 2026 Annual Meeting. Each shareholder is entitled to one vote for each Class A Common Share held as of the record date, and eight votes for each Class B Common Share held as of the record date.To virtually attend the 2026 Annual Meeting at www.virtualshareholdermeeting.com/DBI2026, you must enter the control number on your proxy card, voting instruction form (“VIF”), or Notice of Internet Availability of Proxy Materials (the “Notice”) you previously received.Whether or not you plan to virtually attend the 2026 Annual Meeting, we encourage you to vote and submit your proxy in advance of the 2026 Annual Meeting by one of the methods described below. You may also vote online and examine our shareholder list during the 2026 Annual Meeting by following the instructions provided on the meeting website during the 2026 Annual Meeting.To vote online during the meeting, visit www.virtualshareholdermeeting.com/DBI2026.
Important Voting Information: We will provide the Notice, electronic delivery of the 2026 Proxy Statement, the 2025 Annual Report on Form 10-K (the “Annual Report”), and a proxy card to shareholders beginning on or about May 7, 2026.

Your Vote is Important: Even if you plan to virtually attend the 2026 Annual Meeting, please cast your vote as soon as possible by following the instructions on your proxy card or VIF:

By internetGo to www.proxyvote.comBy toll-free telephoneDial 1-800-690-6903By mailIf you received a proxy card or VIF by mail, please mark, date, sign, and return it in the postage-paid envelope furnished for that purposeBy QR codeScan the QR code (located on your voting document) using your smart phone

Please consider the issues presented in this Proxy Statement and vote your shares, by internet or telephone, or sign, date, and return your proxy card, as promptly as possible.

Submitting your proxy now will not prevent you from voting your shares online during the 2026 Annual Meeting, as your proxy is revocable at your option. Whether or not you virtually attend the 2026 Annual Meeting, it is important that your shares be part of the voting process. You may vote your shares in advance of the meeting by following the instructions above. You can also vote or ask questions during the 2026 Annual Meeting by attending the virtual 2026 Annual Meeting and following the instructions at www.virtualshareholdermeeting.com/DBI2026.

Lisa M. Yerrace

Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

May 7, 2026

iii

Important Notice Regarding the Availability of Proxy Materials for the2026 Annual Meeting of Shareholders to be held on June 17, 2026:Our Proxy Statement follows this Notice of 2026 Annual Meeting of Shareholders. Financial and other information concerning the Company is contained in the Annual Report for fiscal 2025. The Proxy Statement and Annual Report are available on our Investor Relations website at investors.designerbrands.com. Additionally, you may access our proxy materials at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.This Notice of 2026 Annual Meeting of shareholders, the accompanying Proxy Statement, and our Annual Report are all available, free of charge, at www.proxyvote.com.

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TABLE OF CONTENTS

Page
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERSii
PROXY STATEMENT SUMMARY1
2026 PROXY STATEMENT12
PROPOSAL 1 - ELECTION OF DIRECTORS13
INFORMATION ABOUT OUR EXECUTIVE OFFICERS19
OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION20
SUSTAINABILITY, SOCIAL IMPACT, AND HUMAN CAPITAL30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS40
COMPENSATION OF DIRECTORS43
FISCAL 2025 DIRECTOR COMPENSATION45
AUDIT AND OTHER SERVICE FEES46
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM47
AUDIT COMMITTEE REPORT48
COMPENSATION DISCUSSION AND ANALYSIS49
REPORT OF THE HUMAN CAPITAL AND COMPENSATION COMMITTEE63
COMPENSATION TABLES64
PROPOSAL 3 - ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS82
PROPOSAL 4 - APPROVAL OF AMENDMENTS TO OUR CODE OF REGULATIONS83
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT91
VIRTUAL MEETING INFORMATION95
OTHER MATTERS96
APPENDIX A - SECOND AMENDED AND RESTATED CODE OF REGULATIONSApp

Forward-Looking Statements

Certain statements in this Proxy Statement may constitute forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “could,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “would,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of those words or other comparable words. Any forward-looking statements contained in this Proxy Statement are based upon current plans, estimates, expectations and assumptions relating to our operations, results of operations, financial condition, and liquidity. The inclusion of any forward-looking statements should not be regarded as a representation by us or any other person that the future plans, estimates, or expectations contemplated by us will be achieved. Such forward-looking statements are subject to numerous risks, uncertainties, and other factors, many of which are outside of our control, that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Risks and other factors that could cause our actual results to differ materially from our forward-looking statements are described in the Company’s latest Annual Report on Form 10-K or our other reports made or filed with the Securities and Exchange Commission (the “SEC”).

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results, performance, or achievements may vary materially from what we have projected. Furthermore, new factors emerge from time to time, and it is not possible for management to predict all such factors, nor can management assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

Websites

Website addresses referenced in this Proxy Statement are intended to be inactive textual references only, and the content on the referenced websites does not constitute a part of, and is specifically not incorporated by reference into, this Proxy Statement.

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